-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, m+MhVENRm4DAxqK/EEmKVzPiOYW7rUolHK426ZNVUXVJqSN7c7essN7jV71KVS5t Bz6SU62GnIDl5nwzfwuRBw== 0000893220-95-000379.txt : 19950531 0000893220-95-000379.hdr.sgml : 19950531 ACCESSION NUMBER: 0000893220-95-000379 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19950526 EFFECTIVENESS DATE: 19950614 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PENN VIRGINIA CORP CENTRAL INDEX KEY: 0000077159 STANDARD INDUSTRIAL CLASSIFICATION: MINERAL ROYALTY TRADERS [6795] IRS NUMBER: 231184320 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-59647 FILM NUMBER: 95542950 BUSINESS ADDRESS: STREET 1: 800 BELLEVUE STREET 2: 200 S BROAD ST CITY: PHILADELPHIA STATE: PA ZIP: 19102 BUSINESS PHONE: 2155456600 MAIL ADDRESS: STREET 1: 800 BELLEVUE 200 S BROAD ST CITY: PHILADELPHIA STATE: PA ZIP: 19102 FORMER COMPANY: FORMER CONFORMED NAME: VIRGINIA COAL & IRON CO DATE OF NAME CHANGE: 19670501 S-8 1 FORM S-8, PENN VIRGINIA CORPORATION 1 As filed with the Securities and Exchange Commission on May 26, 1995 File No. 33- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 --------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- PENN VIRGINIA CORPORATION (Exact name of registrant as specified in its charter) VIRGINIA 23-1184320 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 800 THE BELLEVUE 200 SOUTH BROAD STREET PHILADELPHIA, PENNSYLVANIA 19102 (Address of principal executive offices) (Zip Code) PENN VIRGINIA CORPORATION 1995 DIRECTORS' STOCK OPTION PLAN (Full title of the plan) =========================================== BEVERLY COLE MCGUIRE CORPORATE SECRETARY PENN VIRGINIA CORPORATION 800 THE BELLEVUE 200 SOUTH BROAD STREET PHILADELPHIA, PENNSYLVANIA 19102 (Name and address of agent for service) (215) 545-6600 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------- Title of Amount Proposed Proposed Amount of securities to be maximum maximum registration to be registered offering aggregate fee registered price per offering share (1) price (1) - -------------------------------------------------------------------------- Common Stock, 75,000 par value shares (2) $33.38 $2,503,500 $863.28 $6.25 per share - --------------------------------------------------------------------------
(1) Estimated solely for the purpose of computing the registration fee in accordance with paragraphs (c) and (h) of Rule 457 under the Securities Act of 1933 on the basis of the average of the high and low prices of the Common Stock of $34.00 and $32.75, respectively, as reported in the NASDAQ National Market System on May 23, 1995. (2) Also registered hereby are such additional indeterminate number of shares of Common Stock or other securities as may become issuable by reason of adjustments pursuant to the anti-dilution provisions of the Plan. 2 PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT. ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed with the Commission by the registrant pursuant to the requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") are incorporated hereby by reference: (a) Annual Report on Form 10-K for the year ended December 31, 1994; (b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1995 and all other reports filed pursuant to Section 13(a) of the Exchange Act since December 31, 1994; and (c) Description of the registrant's Common Stock contained in Exhibit 28(a) to the registrant's Registration Statement on Form S-8 (Registration No. 33-40430). In addition, all documents subsequently filed by the registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing with the Commission of a post-effective amendment which (i) indicates that all securities offered hereby have been sold or (ii) deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Minturn T. Wright, III, a partner of Dechert Price & Rhoads, is a director of the registrant and eligible to receive options under the registrant's 1995 Directors' Stock Option Plan. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Article V of the bylaws of the registrant provides that the registrant shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or - 2 - 3 completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal, and whether or not by or in the right of the corporation, by reason of the fact that such person is or was a director or officer of the registrant (or a predecessor of the registrant absorbed in a merger or other transaction), or while a director or officer of the registrant or such predecessor is or was serving at the request of the registrant or such predecessor as a director, officer, partner, trustee, administrator, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. Such Article provides for indemnification against expenses (including attorneys' fees), judgments, fines, penalties, including any excise tax assessed with respect to an employee benefit plan, and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding to the extent that (a) such person is not otherwise indemnified, (b) such person has not improperly received a personal benefit and (c) the liability did not result from such person's gross negligence or willful misconduct. The Article further provides that the registrant shall pay expenses incurred by such persons in defending a civil or criminal action, suit or proceeding in advance of its final disposition upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the registrant. The registrant has in effect a directors and officers liability insurance policy which, with certain general and specific exclusions, indemnifies each person who was, is or may hereafter be a director or officer of the registrant and his heirs and assigns, against any payment by an insured (except fines and penalties) in respect of any legal liability, whether actual or asserted, arising from any claim made against an insured by reason of any breach of duty, neglect, error, misstatement, misleading statement, omission or other act done or wrongfully attempted by the insured, in his capacity as a director or officer of the registrant, or any of the foregoing so alleged by any claimant, or any matter claimed against an insured solely by reason of his being or having been a director or officer of the registrant. The policy may be cancelled by the insurer upon 60 days' written notice to the registrant. To the extent that such insurance covers liabilities arising under the Securities Act of 1933, no waivers or undertakings are made by the registrant with respect thereto, except as set forth in Item 9 of this Registration Statement. In addition, Article V of the registrant's bylaws provides for the general determination of the permissibility of - 3 - 4 indemnification in a particular case (including the advancement of expenses) pursuant to Section 13.1-701.b of the Virginia Stock Corporation Act (the "Act") which provides that such determination shall be made either (1) by the board of directors by a majority vote of a quorum consisting of directors not at the time parties to the proceeding, or if a quorum cannot be obtained, by a majority vote of a committee duly designated by the board of directors, consisting solely of two or more directors not at the time parties to the proceeding; (2) by special legal counsel selected by the board of directors or its committee in the manner prescribed in clause 1, or if a quorum of the board of directors cannot be obtained and a committee cannot be designated, selected by majority vote of the full board of directors, in which selection directors who are parties may participate; or (3) by the shareholders, but shares owned by or voted under the control of directors who are at the time parties to the proceeding may not be voted on the determination. In the event, however, that there has been a change in control of the registrant between the time of the action or failure to act giving rise to the claim for indemnification and such claim, Article V provides that at the option of the person seeking indemnification, the permissibility of indemnification shall be determined by special legal counsel selected jointly by the registrant and the person seeking indemnification. The reasonable expenses of any director or officer in prosecuting a successful claim for indemnification, and the fees and expenses of any special legal counsel engaged to determine permissibility of indemnification, shall be borne by the registrant. Section 13.1-697 of the Act authorizes such indemnification as described above if the person to be indemnified conducted himself in good faith and believed (i) in the case of conduct in his official capacity with the corporation, that his conduct was in the corporation's best interests; (ii) in all other cases, that his conduct was at least not opposed to the corporation's best interests; or (iii) in the case of any criminal proceeding, that he had no reasonable cause to believe his conduct was unlawful. Such indemnity shall not be allowed in a derivative suit in which such person is adjudged liable to the corporation or in connection with any other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he is adjudged liable on the basis that personal benefit was improperly received by him. Section 13.1-698 of the Act provides that a corporation must indemnify a director who entirely prevails in the defense of any proceeding to which he was a party because he is or was a director of the corporation against reasonable expenses incurred by him in connection with the proceeding. A court may also order indemnification of a director, - 4 - 5 pursuant to Section 13.1-700.1, with respect to a derivative suit, to the extent of the director's reasonable expenses if the court determines that, considering all the relevant circumstances, the director is entitled to indemnification even though he was adjudged liable to the corporation and also orders the corporation to pay the director's reasonable expenses incurred to obtain the order of indemnification. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. Reference is made to the Exhibit Index which appears at page 9 of this Registration Statement for a detailed list of the exhibits filed as a part hereof. ITEM 9. UNDERTAKINGS. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. - 5 - 6 (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6 hereof, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. - 6 - 7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, Pennsylvania, on May 26, 1995. PENN VIRGINIA CORPORATION By: s/ A. James Dearlove -------------------------- A. James Dearlove President and Chief Operating Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by or on behalf of the following persons in the capacities indicated on May 26, 1995.
Signature Title --------- ----- s/ A. James Dearlove President and Chief - ------------------------------ Operating Officer A. James Dearlove *Lennox K. Black Chairman of the Board & Chief Executive Officer *Vincent Matthews, III Senior Vice President *Eckhard Albrecht Director *John D. Cadigan Director *Hans Michael Gaul Director *John A.H. Shober Director *Frederick C. Witsell, Jr. Director *Minturn T. Wright, III Director
*By: s/ Beverly Cole McGuire ----------------------------- Beverly Cole McGuire Attorney-in-Fact, Pursuant to Power of Attorney - 7 - 8 EXHIBIT INDEX
Sequential Numbering Exhibit No. Description of Exhibit Page No. - ----------- ---------------------- ---------- 4.01 Articles of Incorporation of registrant, as amended and -- restated (incorporated by reference to Exhibit 4(a) to registrant's Registration Statement on Form S-8, filed under Securities Exchange Act of 1934, as amended (Registration No. 33-40430)). 4.02 Bylaws of registrant, as amended (incorporated by reference -- to Exhibit 3.2 to registrant's Annual Report on Form 10-K for year ended December 31, 1994, filed under Securities Exchange Act of 1934, as amended). 5.01 Opinion of Dechert Price & Rhoads as to legality of 11 securities being registered. 15.01 Letter of KPMG Peat Marwick LLP acknowledging use of their 12 report dated May 10, 1995 with respect to the unaudited interim financial information. 23.01 Consent of KPMG Peat Marwick LLP to incorporation of their 13 report dated March 1, 1995 with respect to consolidated financial statements of registrant and subsidiaries at December 31, 1994 and December 31, 1993 and for each of the three years in the period ended December 31, 1994.
- 8 - 9
Sequential Numbering Exhibit No. Description of Exhibit Page No. - ----------- ---------------------- ---------- 23.02 Consent of Dechert Price & Rhoads (contained in opinion -- filed as Exhibit 5.01 to this Registration Statement). 24.01 Powers of Attorney executed by certain directors and 14 officers of registrant, authorizing execution of Registration Statement on each such director's respective behalf by persons designated therein.
- 9 - EX-5.1 2 OPINION OF DECHERT PRICE & RHOADS 1 May 26, 1995 Penn Virginia Corporation 800 The Bellevue 200 S. Broad Street Philadelphia, PA 19102 Re: 1995 Directors' Stock Option Plan Gentlemen: We have acted as your counsel in connection with the preparation of a registration statement on Form S-8 (the "Registration Statement"), to be filed today with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to an aggregate of 75,000 shares (the "Shares") of Common Stock, par value $6.25 per share, to be offered pursuant to the Corporation's 1995 Directors' Stock Option Plan (the "Plan"). We have examined the Plan and such corporate records and other documents and matters of law as we have considered appropriate to enable us to give this opinion. Based on the foregoing, it is our opinion that the Shares, to the extent they are newly issued, have been duly authorized and when issued and sold in accordance with the provisions of the Plan will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, DECHERT PRICE & RHOADS EX-15.1 3 LETTER OF KPMG PEAT MARWICK LLP 1 KPMG Peat Marwick LLP Penn Virginia Corporation 200 S. Broad Street Philadelphia, PA 19102 Ladies and Gentlemen: Re: 1995 Directors' Stock Option Plan With respect to the subject registration statement, we acknowledge our awareness of the use therein of our report dated May 10, 1995 related to our review of interim financial information. Pursuant to Rule 436(c) under the Securities Act of 1933, such report is not considered part of a registration statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of the Act. Very truly yours, KPMG Peat Marwick LLP Philadelphia, PA May 25, 1995 EX-23.1 4 CONSENT OF KPMG PEAT MARWICK LLP 1 KPMG Peat Marwick LLP The Board of Directors Penn Virginia Corporation: We consent to the use of our report dated March 1, 1995 on the consolidated financial statements of Penn Virginia Corporation and subsidiaries as of December 31, 1994 and 1993, and for each of the three years in the period ended December 31, 1994 incorporated herein by reference in the registration statement. KPMG Peat Marwick LLP Philadelphia, PA May 25, 1995 EX-24.1 5 POWERS OF ATTORNEY 1 POWER OF ATTORNEY The undersigned hereby constitutes and appoints A. James Dearlove and Beverly C. McGuire, and each of them, with full power to act without the other, as the true and lawful attorney-in-fact and agent of the undersigned, with full and several power of substitution, to sign a registration statement or registration statements to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, for the purpose of registering the offering of shares of Common Stock of PENN VIRGINIA CORPORATION (the "Corporation") under the terms and conditions of the 1994 Stock Option Plan and 1995 Directors' Stock Option Plan established by the Corporation; to sign any and all amendments (including post-effective amendments) to such registration statement or statements; and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission; granting to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act requisite and necessary to be done in connection therewith, as fully as the undersigned might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on the 18th day of May, 1995. s/[each person listed in Reg. Statement] -----END PRIVACY-ENHANCED MESSAGE-----